Valid Soluções S A : Minutes of Board of Directors´ Meeting - 9th Issuance of Debentures

VALID SOLUÇÕES S.A.

CNPJ/ME Nº 33.113.309/0001-47

NIRE 33.3.0027799-4

MINUTES OF THE BOARD OF DIRECTOR'S MEETING

HELD ON APRIL 19TH, 2022

1. DATE, TIME, AND PLACE: Held on April 19th, 2022, at 14:15 p.m., at Alameda Rio Claro, 241 - Bela Vista, in the city of São Paulo, state of São Paulo.

2. CALL NOTICE AND ATTENDANCE: Pursuant to article 15, sole paragraph, of the Company's Bylaws, the call notice was waived given the attendance of all members of the Company's Board of Directors. The members of the Fiscal Council also attended the meeting. The meeting was held via conference call, as provided for in article 18 of the Company's Bylaws.

• 3. BOARD: Chairman: Sidney Levy; and Secretary: Renato Tyszler.

• 4. AGENDA: To resolve on: (i) the 9th (ninth) issuance of simple, unsecured, to be converted into secured debentures, non-convertible into shares, in a single tranche ("Debentures"), for public distribution with restricted distribution efforts ("Issue" and "Offer"), pursuant to Instruction 476 of the Brazilian Securities and Exchange Commission ("CVM") Instruction, of January 16, 2009, as amended ("CVM Instruction 476"); (ii) the convening of an Extraordinary General Meeting to resolve on the granting, by the Company, of guarantees in the form of fiduciary assignment of receivables for the obligations assumed by the Company within the scope of the Issue; (iii) if the Issue is approved, the authorization for the Company's Executive Board, pursuant to its Bylaws and the limits established in item (i) above, sign all documents and perform all necessary acts to carry out and formalize the Offer, including, but not limited to: (a) the hiring of financial institutions to intermediate, structure and coordinate the Offer, pursuant to CVM Instruction 476, and other service providers required to carry out the Issue; and (b) the negotiation and execution of any and all documents related to the Issue, including, but not limited to, the Issuance Indenture (as defined below), the Distribution Agreement (as defined below), the Bookbuilding Amendment (as defined below), and any and all other accessory, correlative and necessary documents for the due formalization and effectiveness of the Issue and the Offer, as well as amendments to these instruments, as applicable; and (iv) the ratification of all acts already performed for the resolutions above.

5. RESOLUTIONS: After analyzing and discussing the matters on the Agenda, the members of the Company's Fiscal Council, in the exercise of their powers pursuant to article 163, item III of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporate Law"), gave a favorable opinion for the execution of the Issue. The members of the Company's Board of Directors unanimously approved, without any restrictions, reservations, or opposition:

(i) to authorize the Company to execute the Offer, pursuant to article 59, paragraph 1, of the Brazilian Corporate Law, and article 19, item XXVI, of the Company's Bylaws, which will be formalized through the execution of the "Private Deed for the 9th (Ninth) Issue of Simple Debentures, Non-Convertible into Shares, Unsecured, to be Converted into the Type with Real Guarantee, in a Single Tranche, for Public Distribution with Restricted Distribution Efforts of Valid Soluções S.A." ("Issuance Indenture"), under the following characteristics:

(a)

Total Issue Amount: The total Issue amount shall be of up to R$250,000,000.00

(two hundred and fifty million reais) on the Issue Date (as defined below) ("Total Issue Amount");

• (b) Issue Date: For all legal purposes, the issue date of the Debentures shall be defined in the Issuance Indenture ("Issue Date");

• (c) Tranches Number: The issue will be held in a single tranche;

• (d) Distribution and Placement: The Debentures will be subject to public distribution, with restricted distribution efforts, pursuant to CVM Rule 476 and to other applicable legal and regulatory provisions, and to the "Coordination and Distribution Agreement Deed for the 9th (Ninth) Issue of Simple Debentures, Non-Convertible into Shares, Unsecured, to be Converted into the Type with Real Guarantee, in a Single Tranche, of Valid Soluções S.A." ("Distribution Agreement"), with the intermediation of an institution that is part of the securities distribution system ("Lead Underwriter"), under a firm placement guarantee for the Total Issue Amount, which shall only be exercised in the event that the demand for the totality of the Debentures is not sufficient to reach the total volume of the Offer, observing the Total Issue Amount and the Remuneration of the Debentures (as defined below) ("Firm Guarantee"). The Offer will target professional investors, as defined under the provisions of article 11 of CVM Resolution 30, of May 11, 2021, as amended ("Professional Investor(s)" and "CVM Resolution 30", respectively). The distribution plan shall follow the procedure described in CVM Instruction 476 and as established in the Distribution Agreement. Therefore, the Lead Underwriter will be able to access a maximum of 75 (seventy-five) Professional Investors, and a maximum of 50 (fifty) Professional Investors will be allowed to subscribe to the Offer. Pursuant CVM Instruction 476, the Offer will be targeted to Professional Investors, observing that investment funds and securities portfolios whose investment decisions are made by the same manager will be considered as a single investor;

• (e) Convertibility: The Debentures shall be simple debentures, that is, they are not convertible into shares issued by the Company;

• (f) Type: The Debentures shall be unsecured, to be substituted with real guarantee, pursuant to article 58, main section, of the Brazilian Corporate Law. When the Real Guarantee is substituted, an amendment to the Issue Deed will be signed to formalize the new guarantee;

• (g) Real Guarantee: The Debentures shall automatically have real guarantee, under the provisions of article 58, main section, of the Brazilian Corporate Law, upon approval by the Company's Extraordinary Shareholders' Meeting, of the granting of a Fiduciary Assignment of Credit Rights to a Linked Account (as defined below).

• (h) Term and Maturity Date: Subject to the provisions of the Issuance Indenture, and if an early maturity occurs, the obligations arising from the Debentures and/or Total Optional Early Redemption (as defined below) of the Debentures and/or Early Redemption Offering (as defined below) and/or an Optional Acquisition (as defined below) of the Debentures, with the subsequent cancellation of the total amount of Debentures, the Debentures shall have a maturity term of five (5) years from the Issue Date;

• (i) Nominal Unit Value: The Debentures shall have a nominal unit value of R$1,000.00 (one thousand reais) on the Issue Date ("Nominal Unit Value");

• (j) Number of Debentures issued: Up to 250,000 (two hundred and fifty thousand) Debentures shall be issued;

• (k) Monetary Restatement of the Debentures: The Nominal Unit Value of the Debentures will not have monetary restatements.

• (l) Bookbuilding Procedure: The bookbuilding procedure ("Bookbuilding Procedure"), to be organized by the Lead Underwriter, shall be adopted to define the allocation of the orders received from the Professional Investors. The result of the Bookbuilding Procedure shall be ratified by means of an amendment to the Issuance Indenture ("Bookbuilding Amendment"), pursuant to the Issuance Indenture, without the need for prior approval of the debenture holders or additional corporate approval of the Company, being understood that the execution of the Bookbuilding Amendment is hereby approved by this Board of Directors' Meeting;

• (m) Subscription Price and Form of Payment: The Debentures will be subscribed and paid for in cash, in national currency, upon subscription, in accordance with the settlement rules applicable to B3, at their Nominal Unit Value on the first Payment Date ("First Payment Date"), with one or more subscriptions and payments permitted. If any Debenture is to be paid in on a date other than and subsequent to the First Payment Date, the payment will be based on the Nominal Unit Value of the Debentures, accrued of the Remuneration (as defined below) of the Debentures, calculated pro rata temporis from the First Payment Date until the respective date of subscription and payment in full. All subscriptions and payments will be made within the distribution period pursuant to articles 7-A and 8 of CVM Instruction 476. The Debentures may also, on any Payment Date, be placed with premium or discount, to be defined by the Lead Underwriter, provided it is applied equally to all of the Debentures subscribed and paid in on the same Payment Date.

• (n) Remuneration of the Debentures: Over the Nominal Unit Value or over the balance of the Nominal Unit Value of the Debentures, as the case may be, the Debentures will accrue remuneration interest corresponding to a certain percentage per annum, limited to 100% (one hundred per cent) of the average daily DI - Interfinancial Deposit rates, "over extra-group", expressed as a percentage per annum, base 252 (two hundred and fifty-two) Business Days, calculated and disclosed daily by B3 S. A. - Brasil, Bolsa, Balcão ("DI Rate"), plus a maximum spread of 3.20% (three and twenty hundredths percent) per annum, on a 252 (two hundred and fifty-two) Business Day basis ("Remuneration"). The Remuneration of the Debentures will be calculated on an exponential and cumulative pro rata temporis basis, per elapsed Business Days, on the basis of a 252 (two hundred and fifty-two) Business Days, levied on the Nominal Unit Value or on the balance of the Nominal Unit Value since the First Payment Date of the Debentures or the last Remuneration Payment Date (as defined below) of the Debentures and paid at the end of each capitalization period of the Debentures. The Remuneration of the Debentures will be calculated in accordance with the formula described in the Issuance Indenture;

• (o) Remuneration Payment: Without prejudice to payments due to early redemption resulting from an Early Redemption Offering (as defined below) and/or Total Optional Early Redemption and/or Optional Acquisition (as defined below) of the Debentures, with the subsequent cancellation of the total amount of Debentures or early maturity of the obligations resulting from the Debentures, pursuant to the terms set forth in the Issuance Indenture, the Remuneration of the Debentures will be paid semiannually starting from the Issue Date, according to the schedule to be described in the Issuance Indenture (each as a "Remuneration Payment Date");

• (p) Amortization of the balance of the Nominal Unit Value: Without prejudice to payments due to an early maturity of the obligations arising from the Debentures and/or Early Redemption Offering (as defined below) and/or Total Optional Early Redemption (as defined below) and/or Optional Acquisition (as defined below) of the Debentures, with the subsequent cancellation of the total amount of Debentures, under the terms established in the Issuance Indenture, the Nominal Unit Value or the balance of the Nominal Unit Value shall be amortized on a semiannual basis, starting from the 30th (thirtieth) month (including this month) counted from the Issue Date, as per the schedule to be described in the Issuance Indenture (each as an "Amortization Date");

• (q) Optional Extraordinary Amortization: The Company may, as of the 36th (thirty-sixth) month counted from the Issue Date, carry out extraordinary partial amortizations on the Nominal Unit Value (or on the balance of the Nominal Unit Value) of the Debentures, limited to 98% (ninety-eight percent) of the Nominal Unit Value (or balance of the Nominal Unit Value) of the Debentures ("Optional Extraordinary Amortization"), at its sole discretion, subject to the terms, conditions and premium to be established in the Issuance Indenture;

• (r) Total Optional Early Redemption: As of the 36th (thirty-sixth) month counted from the Issue Date, the Company may carry out the optional early redemption of the totality (partial redemption being prohibited) of the Debentures effectively subscribed and paid-in ("Total Optional Early Redemption"), subject to the terms, conditions and premium to be established in the Issuance Indenture;

• (s) Early Redemption Offering: The Company at its own discretion and at any time, carry out an offering for the total early redemption of the Debentures, addressed to all debenture holders, assuring that all debenture holders have equal conditions to accept the redemption offering for the Debentures held by them ("Early Redemption Offering");

• (t) Optional Acquisition: The Company may, at any time, acquire Debentures, conditioned to the acceptance of the respective debenture holder, observing the provisions in article 55, paragraph 3, of the Brazilian Corporate Law, in articles 13 and 15 of CVM Rule 476 and in the applicable CVM regulations, including the terms of CVM Resolution No. 77, of March 29, 2022, as amended ("CVM Resolution 77"), and provided that it complies with any rules issued by CVM, and such fact, if so required by applicable legal and regulatory provisions,

shall be stated in the management report and financial statements of the Company ("Optional Acquisition");

• (u) Use of Proceeds: The proceeds from the Issue will be used by the Company to (a) extend the current debt maturity profile of the Company or its affiliates and/or the respective entities of their economic groups, as applicable; and (b) to reinforce the Company's cash;

• (v) Early Maturity: To be defined in the Issuance Indenture and based on the common market practices adopted in similar transactions, commonly agreed upon between the parties involved in the Offer; and

• (w) Other Characteristics: The other characteristics of the Debentures will be described in the Issuance Indenture.

(ii) convene an Extraordinary Shareholders' Meeting to resolve on the granting and completion, within a period to be determined in the Issuance Deed, in favour of the debenture holders, of a real guarantee in the form of a fiduciary assignment of a linked account with restricted movement by the Company, where it shall be deposited, in up to 1 (one) Business Day as of the financial settlement date of the Debentures, the amount corresponding 25% (twenty-five percent) of the balance of the Debentures amount as a Cash Collateral to guarantee the faithful and punctual payment of the obligations assumed by the Company in the Issuance Indenture and arising from the Debentures, pursuant to article 66-B, paragraph 3, of Law 4,728, of July 14, 1965, as amended ("Law 4,728"), including the linked account and all deposited funds or any funds to be deposited and maintained, at any time, such as any funds in the process of being transferred to the linked account, or undergoing banking clearance ("Fiduciary Assignment of Credit Rights to a Linked Account"), pursuant to the "Fiduciary Assignment of Rights and Account Management Agreement" to be signed between the Company and the fiduciary agent ("Fiduciary Assignment Agreement" or "Guarantee Agreement"), subject to the approval by the Company's Extraordinary Shareholders' Meeting;

(iii) under the limits established above, the Company's Executive Officers are hereby authorized to take all measures for the execution of these resolutions, and may, in accordance with the Bylaws:

• (a) negotiate all terms and conditions that may be applicable to the Issue, including with regard to the execution of the Issuance Indenture and any amendments thereto, including, but not limited to, the Bookbuilding Amendment and the hiring of the systems for distribution and trading of the Debentures in the primary and secondary markets and, among others and without limitation, the following service providers, as applicable: (i) Lead Underwriter; (ii) legal advisors; (iii) settlement bank; (iv) bookkeeping agent; and (v) trustee; and

• (b) perform all necessary acts to carry out the resolutions taken herein and sign the documents required for the execution of the Offer.

(iv) all acts already practiced by the Company's Executive Officers related to the Issue and approved according to item 5(i) above are hereby ratified.

6. Closure: There being no further business to discuss, the meeting was adjourned, and these minutes were drawn up, read, approved, and signed by the members of the presiding board and the members of the Board of Directors. Sidney Levy - Chairman and Renato Tyszler